Closing Deliveries and Payments. At the Closing, on the terms and subject to the conditions set forth in this Agreement:
Closing Deliveries and Payments. (a) At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser:
Closing Deliveries and Payments. The obligation of the Lender to make the Loans is, in addition to the conditions precedent specified elsewhere in this Article II, subject to the condition precedent that the Lender shall have received all of the following, where appropriate, duly executed and dated the Closing Date and in form and substance satisfactory to the Lender and its counsel:
Closing Deliveries and Payments. On the Closing Date, Xtrana will execute and deliver to AB the Patent assignments in the form of Exhibit III hereto (the "Patent Assignment").
Closing Deliveries and Payments. The obligations of the Parties to consummate the Closing shall be subject to:
Closing Deliveries and Payments. The Purchaser shall have delivered the items and made the payments contemplated by Section 2.9.
Closing Deliveries and Payments. 16 2.7. Surrender and Payment Procedures. 18 2.8. Dissenting Shares. 18 2.9. Adjustments. 19 2.10. Withholding Rights. 19 2.11. Closing Date Estimates; Purchase Price Adjustment. 19 2.12 Escrow. 23 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. 23 3.1. Power and Authorization. 23 3.2. Organization. 23 3.3. Capitalization and Subsidiaries. 24 3.4. No Violation; Approvals and Consents. 25 3.5. Financial Statements, Etc. 25 3.6. Assets. 27 3.7. Absence of Changes. 27 3.8. Taxes. 27 3.9. Real Property. 30 3.10. Legal Compliance. 31 3.11. Company Plans. 31 3.12. Intellectual Property. 33 3.13. Permits. 35 3.14. Environmental Matters. 35 3.15. Material Contracts. 35 3.16. Transactions with Affiliates. 38 3.17. Litigation; Governmental Orders. 38 3.18. Insurance. 38 3.19. Labor Matters. 38 3.20. Bank Accounts; Powers of Attorney. 39 3.21. Material Customers. 39 3.22. Brokers. 39 4. REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. 40 4.1. Organization, Power and Standing. 40 4.2. Authorization. 40 4.3. No Violation or Approval; Consents. 40 4.4. Availability of Funds. 41 4.5. Brokers. 41 5. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF PARENT AND MERGER SUB. 41 5.1. Bring-Down of Representations and Warranties. 41 5.2. Performance of Obligations. 42 5.3. No Material Adverse Effect. 42 5.4. Compliance Certificate. 42 5.5. No Legal Restraint. 42 5.6. HSR Clearance. 42 5.7. Delivery of Escrow Agreement. 42 5.8. Resignations. 42 5.9. FIRPTA Certificate. 42 5.10. Secretary’s Certificate. 42 5.11. Payoff Letters. 42 5.12. Tail Insurance. 43 5.13. Dissenters’ Rights. 43 5.14. Release of Affiliate Obligations. 43 6. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY. 43 6.1. Bring-Down of Representations and Warranties. 43 6.2. Performance of Obligations. 43
Closing Deliveries and Payments. 17 2.5. Working Capital and Cash on Hand and Indebtedness Adjustment. 19
Closing Deliveries and Payments. The deliveries and payments required to be made by Parent under Section 2.11;
Closing Deliveries and Payments. (a) At the Closing, the Company shall deliver or cause to be delivered to the Buyer:
